Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. The execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate or equivalent action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and by general equity principles.

Appears in 2 contracts

Samples: Exclusive Distribution Agreement, Exclusive Distribution Agreement (RTI Biologics, Inc.)

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Authorization and Validity of Agreement. The execution, delivery and performance by it each Seller of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate or equivalent action on its partaction. This Agreement has been duly and validly executed and delivered by it each Seller and constitutes its legal, a valid and binding obligation, obligation enforceable against it each Seller in accordance with its terms, except as to the same extent that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, or affecting creditors’ rights generally and by (ii) is subject to general equity principlesprinciples of equity.

Appears in 2 contracts

Samples: Asset Sale and Purchase Agreement (Atmos Energy Corp), Asset Sale and Purchase Agreement (Southwestern Energy Co)

Authorization and Validity of Agreement. (a) The execution, delivery and performance by it the Purchaser of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate or equivalent action on its part. This Agreement has been duly and validly executed and delivered by it the Purchaser and constitutes is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating related to or affecting creditors' rights generally and by general equity principles.

Appears in 2 contracts

Samples: Sub Purchase Agreement (Lyondell Chemical Co), Sub Purchase Agreement (Occidental Petroleum Corp /De/)

Authorization and Validity of Agreement. The execution, delivery and performance by it Buyer of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate or equivalent action on its partaction. This Agreement has been duly and validly executed and delivered by it Buyer and constitutes its legal, a valid and binding obligation, obligation enforceable against it Buyer in accordance with its terms, except as to the same extent that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, or affecting creditors’ rights generally and by (ii) is subject to general equity principlesprinciples of equity.

Appears in 2 contracts

Samples: Asset Sale and Purchase Agreement (Southwestern Energy Co), Asset Sale and Purchase Agreement (Atmos Energy Corp)

Authorization and Validity of Agreement. The execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate or equivalent action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws Applicable Laws relating to or affecting creditors’ rights generally and by general equity principles.

Appears in 2 contracts

Samples: Development Agreement (Conformis Inc), License Agreement (Conformis Inc)

Authorization and Validity of Agreement. The execution, delivery and performance by it of this Agreement Agreement, and the consummation by it of the transactions contemplated hereby hereby, have been duly authorized and approved by all necessary corporate or equivalent action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors' rights generally and by general equity principles.

Appears in 2 contracts

Samples: Technology Access Agreement (Caliper Technologies Corp), Technology Access Agreement (Caliper Technologies Corp)

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Authorization and Validity of Agreement. The execution, delivery and performance by it Buyer of this Agreement and the consummation other Related Agreements has been duly authorized by it of all necessary limited liability company action. This Agreement and the transactions contemplated hereby other Related Agreements have been duly authorized and approved by all necessary corporate or equivalent action on its part. This Agreement has been duly validly executed and delivered by it Buyer and constitutes its legal, constitute valid and binding obligation, obligations enforceable against it Buyer in accordance with its their respective terms, except as to the same extent that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and by or (ii) is subject to general equity principlesprinciples of equity.

Appears in 1 contract

Samples: Asset Sale and Purchase Agreement (Wolverine Tube Inc)

Authorization and Validity of Agreement. The execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate or equivalent action on its part. This Agreement has been duly authorized, executed and delivered by it the Company and constitutes its legal, a valid and binding obligationagreement of the Company, enforceable against it in accordance with its terms, except subject as the same may be limited by applicable to enforcement to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws of general applicability relating to or affecting creditors' rights generally and by to general equity principles.

Appears in 1 contract

Samples: Shareholders Agreement

Authorization and Validity of Agreement. The execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate or equivalent action on its part. This Agreement has been duly authorized, executed and delivered by it the Company and constitutes its legal, a valid and binding obligationagreement of the Company, enforceable against it in accordance with its terms, except subject as the same may be limited by applicable to enforcement to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws of general applicability relating to or affecting creditors’ rights generally and by to general equity principles.

Appears in 1 contract

Samples: Equity Subscription Agreement

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